1782.437
Complaint demanding relief.

(A)
When
authorized by division (F) of section
1782.436 of the Revised Code, a
dissenting partner or limited partnership may file a complaint under this
section demanding the relief described in this section. A complaint filed under
this section shall contain a brief statement of the facts, including the vote
or action by the partners and the facts entitling the dissenting partner to the
relief demanded. No answer to a complaint is required. Upon the filing of a
complaint, the court, on motion of the petitioner, shall enter an order fixing
a date for a hearing on the complaint and requiring that a copy of the
complaint and a notice of the filing and of the date for the hearing be given
to the respondent or defendant in the manner in which summons is required to be
served or substituted service is required to be made in other cases. On the
date fixed for the hearing on the complaint or any adjournment of it, the court
shall determine from the complaint and from evidence submitted by either party
whether the dissenting partner is entitled to be paid the fair cash value of
any interests and, if so, the number and class of such interests. If the court
finds that the dissenting partner is so entitled, it may appoint one or more
persons as appraisers to receive evidence and to recommend a decision on the
amount of the fair cash value. The appraisers have power and authority
specified in the order of their appointment. The court thereupon shall make a
finding as to the fair cash value of the interests and shall render judgment
against the limited partnership for the payment of it, with interest at a rate
and from a date as the court considers equitable. The costs of the proceeding,
including reasonable compensation to the appraisers to be fixed by the court,
shall be assessed or apportioned as the court considers equitable. The
proceeding is a special proceeding and final orders in it may be vacated,
modified, or reversed on appeal pursuant to the Rules of Appellate Procedure
and, to the extent not in conflict with those rules, Chapter 2505. of the
Revised Code. If, during the pendency of any proceeding under this section, a
suit or proceeding is or has been instituted to enjoin or otherwise to prevent
the carrying out of the action as to which the partner has dissented, the
proceeding instituted under this section shall be stayed until the final
determination of the other suit or proceeding. Unless any provision of division
(G) of section
1782.436 of the Revised Code is
applicable, the fair cash value of the interests that is agreed upon by the
parties or fixed under this section shall be paid within thirty days after the
date of final determination of such value under this division or the
consummation of the merger , consolidation, or conversion, whichever occurs
last. Upon the occurrence of the last such event, payment shall be made
immediately to a holder of uncertificated securities entitled to payment. In
the case of holders of interests represented by certificates, payment shall be
made only upon and simultaneously with the surrender to the domestic limited
partnership of the certificates representing the interests for which the
payment is made.

(B)
If the
proposal was submitted to the partners of the limited partnership for a vote at
a meeting, fair cash value as to those partners shall be determined as of the
day before the day on which the vote by the partners was taken. If the proposal
was submitted to the partners for written approval or other action, fair cash
value as to those partners shall be determined as of the day before the day on
which the request for the approval or action was sent. The fair cash value of
an interest for purposes of this section is the amount that a willing seller
who is under no compulsion to sell would be willing to accept and that a
willing buyer who is under no compulsion to purchase would be willing to pay,
but the fair cash value paid to any partner shall not exceed the amount
specified in the demand of that partner. In computing fair cash value, any
appreciation or depreciation in market value resulting from the merger ,
consolidation, or conversion shall be excluded.